Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aditxt, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
07025505
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| a. | ☐ Rule 13d-1(b) |
| b. | ☒ Rule 13d-1(c) |
| c. | ☐ Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. | 07025505 |
|
| | ||
| 1. | Names of Reporting Persons. |
| Mitchell P. Kopin | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | |
| (b) | |
| | |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization United States of America |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | 0 |
| 6. Shared Voting Power | 262,500 | |
| 7. Sole Dispositive Power | 0 | |
| 8. Shared Dispositive Power | 262,500 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 262,500 (see Item 4) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent of Class Represented by Amount in Row (9) 5.8% (see Item 4) |
| 12. | Type of Reporting Person (See Instructions) |
| IN; HC |
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| CUSIP No. | 07025505 |
| 1. | Names of Reporting Persons. |
Daniel B. Asher | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | |
| (b) | |
| < /tr> | |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization United States of America |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | 0 |
| 6. Shared Voting Power | 262,500 | |
| 7. Sole Dispositive Power | 0 | |
| 8. Shared Dispositive Power | 262,500 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 262,500 (see Item 4) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent of Class Represented by Amount in Row (9) 5.8% (see Item 4) |
| 12. | Type of Reporting Person (See Instructions) |
| IN; HC |
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| CUSIP No. | 07025505 |
| 1. | Names of Reporting Persons. |
Intracoastal Capital LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | |
| (b) | |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power | 0 |
| 6. Shared Voting Power | 262,500 | |
| 7. Sole Dispositive Power | 0 | |
| 8. Shared Dispositive Power | 262,500 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 262,500 (see Item 4) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| 11. | Percent of Class Represented by Amount in Row (9) 5.8% (see Item 4) |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
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This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on September 26, 2022 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
Item 4. Ownership.
(a) and (b):
As of the close of business on December 31, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 262,500 shares of Common Stock, which consisted of (i) 12,500 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”) and (ii) 250,000 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 5.8% of the Common Stock, based on (1) 4,295,633 shares of Common Stock outstanding as of December 20, 2022, as reported by the Issuer, plus (2) 12,500 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (3) 250,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes (I) 12,952 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock and (II) 1,211 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 276,663 shares of Common Stock.
(c) Number of shares as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote: 262,500 .
(iii) Sole power to dispose or to direct the disposition of 0 .
(iv) Shared power to dispose or to direct the disposition of 262,500.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 8, 2023
| /s/ Mitchell P. Kopin | ||
| Mitchell P. Kopin | ||
| /s/ Daniel B. Asher | ||
| Daniel B. Asher | ||
| Intracoastal Capital LLC | ||
| By: | /s/ Mitchell P. Kopin | |
| Mitchell P. Kopin, Manager | ||
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